Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of report (Date of earliest event reported)

May 2, 2012

 

 

Huntington Ingalls Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-34910   90-0607005

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4101 Washington Avenue, Newport News, VA   23607
(Address of Principal Executive Offices)   (Zip Code)

(757) 380-2000

Registrant’s telephone number, including area code

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on May 2, 2012, upon approval by the stockholders at the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Huntington Ingalls Industries, Inc. (the “Company”), the Company adopted the Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan (the “2012 Plan”). A description of the material terms of the 2012 Plan is set forth under the heading “Proposal to Approve the 2012 Long-Term Incentive Stock Plan—Summary Description of the 2012 Plan” in the Company’s proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 3, 2012, which description is hereby incorporated into this Item 5.02 by reference. The text of the 2012 Plan is set forth in Annex A to the Company’s Proxy Statement, which text is hereby incorporated into this Item 5.02 by reference. The 2012 Plan is also incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 2, 2012, the Company held the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.

Item 1 - Election of Directors

Votes regarding the election of three directors, for terms ending in 2015, were as follow:

 

Name

   For      Withheld      Broker
Non-Votes
 

Paul D. Miller

     41,757,559         448,009         3,538,723   

C. Michael Petters

     41,836,552         368,829         3,538,723   

Karl M. von der Heyden

     41,760,002         445,353         3,538,723   

Item 2 - Proposal to Ratify Appointment of the Company’s Independent Auditors

Votes on a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent auditors for 2012 were as follow:

 

For      Against      Abstentions      Broker
Non-Votes
 
  45,510,734         126,948         106,622         NA   

Item 3 - Proposal Regarding Advisory Approval of Executive Compensation

Votes on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers were as follow:

 

For      Against      Abstentions      Broker
Non-Votes
 
  35,220,974         6,750,159         234,455         3,538,723   


Item 4 - Proposal Regarding Frequency of Future Advisory Approvals of Executive Compensation

Votes regarding the frequency of future advisory approvals of executive compensation were as follow:

 

One Year      Two Years      Three Years      Abstentions      Broker
Non-Votes
 
  39,941,615         302,422         1,763,011         198,052         3,538,723   

Item 5 - Proposal to Approve the Company’s 2012 Long-Term Incentive Stock Plan

Votes on a proposal to approve the 2012 Plan were as follows:

 

For    Against      Abstentions      Broker
Non-Votes
 
39,570,648      2,431,714         203,165         3,538,742   

 

Item 6 - Proposal to Approve the Company’s Performance-Based Compensation Policy to Preserve the Tax Deductibility of Performance-Based Payments

Votes on a proposal to approve the Company’s Performance-Based Compensation Policy to preserve the tax deductibility of certain performance-based payments were as follow:

 

For      Against      Abstentions      Broker
Non-Votes
 
  40,080,697         1,953,357         171,549         3,538,723   

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

     
10.1    Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan, approved by the stockholders on May 2, 2012 (incorporated by reference to Annex A to the Proxy Statement filed on April 3, 2012).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HUNTINGTON INGALLS INDUSTRIES, INC.
Date: May 8, 2012     By:  

/s/ Bruce N. Hawthorne

      Bruce N. Hawthorne
     

Corporate Vice President,

General Counsel and Secretary